Part 1 - Exhibit 1







                      Independent Auditors' Review Report
                      -----------------------------------

The Board of Directors and Shareholders of
Melville Corporation:

We  have  reviewed  the  consolidated   condensed  balance  sheets  of  Melville
Corporation  and  subsidiary  companies as of October 1, 1994 and  September 25,
1993,  and the related  consolidated  condensed  statements  of earnings for the
three month and nine month periods ended October 1, 1994 and September 25, 1993,
and the related  consolidated  condensed  statements  of cash flows for the nine
month periods ended  October 1, 1994 and  September  25, 1993.  These  financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information  consists  principally of applying  analytical  review procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the consolidated condensed financial statements referred to above for
them to be in conformity with general accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards, the consolidated balance sheet of Melville Corporation and subsidiary
companies as of December  31, 1993 and the related  consolidated  statements  of
earnings,  shareholders'  equity,  and cash  flows for the year then  ended (not
presented  herein);  and in our report dated February 10, 1994, except as to the
Subsequent Event note, which is as of March 1, 1994, we expressed an unqualified
opinion on those consolidated financial statements. Our report referred to above
contains an  explanatory  paragraph  that  states  that the Company  changed its
method  of  determining  retail  price  indices  used in the  valuation  of LIFO
inventories  in  1993.  In  our  opinion,  the  information  set  forth  in  the
accompanying  consolidated  condensed  balance sheet as of December 31, 1993, is
fairly  presented,  in all material  respects,  in relation to the  consolidated
balance sheet from which it has been derived.


                                       /S/KPMG Peat Marwick LLP



New York, New York
October 25, 1994





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                          Part II. - OTHER INFORMATION



Item  6  -  Exhibits and Reports on Form 8-K
- --------------------------------------------

         a)
                                 EXHIBIT INDEX
                                 -------------


         Exhibit
         -------

         11       Computation of Per Share Earnings


         15       Letter re: Unaudited Interim Financial Information

         27       Financial Data Schedules




         b)       Reports on Form 8-K - There were no reports on Form 8-K filed
                  for the three months ended October 1, 1994.



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
         the  registrant  has duly caused this report to be signed on its behalf
         by the undersigned thereunto duly authorized.


                              MELVILLE CORPORATION
                              --------------------
                                  (REGISTRANT)


                             /s/ ROBERT D. HUTH
                            ------------------------
                            Robert D. Huth
                            Executive Vice President
                            and Chief Financial Officer

Date: November 14, 1994
     -------------------          






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